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Directors’ Report
30 June 2013
Bradken Limited
Directors' report (continued)
30 June 2013
B. Corporate governance (continued)
Directors' independence
Board members
Non-executive directors
Term of office
Chairman and chief executive officer (CEO)
holds less than 5% of the voting shares of the Company and is not an officer of, or otherwise associated, directly or
indirectly, with a shareholder of more than 5% of the voting shares of the Company
is free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially
interfere with the director’s ability to act in the best interests of the Group
The Chairman is responsible for leading the Board, ensuring directors are properly briefed in all matters relevant to their role and
responsibilities, facilitating Board discussions and managing the Board’s relationship with the Company’s senior executives. In
accepting the position, the Chairman has acknowledged that it will require a significant time commitment and has confirmed that
other positions will not hinder his effective performance in the role of Chairman.
within the last three years has not been a principal or employee of a material professional adviser or a material consultant to
the Company or another Group member
The five non-executive directors met twice during the year, in scheduled sessions without the presence of management, to
discuss the operation of the Board and a range of other matters. Relevant matters arising from these meetings were shared with
the full Board.
has no material contractual relationship with the Company or another Group member other than as a director of the
has not served on the Board of the Group for a period which could materially interfere with the Director's ability to act in the
best interests of the Group.
Details of the members of the Board, their experience, expertise, qualifications, term of office and independent status are set out
in the directors' report under the heading "Information on directors" in Section A. As at the date of this report the Board of the
Company comprises five non-executive directors, all of whom are considered independent under the principles set out above,
and the Managing Director.
has not within the last three years been employed in an executive capacity by the Company or another Group member
The Board has adopted specific principles in relation to directors’ independence. These state that when determining
independence, a director must be a non-executive and the Board should consider whether the director:
The Board Charter recommends a maximum period of 12 years service as a director, subject to re-elections every year by
rotation such that 1/3 of the directors are subject to re-election each year.
The Company's Constitution specifies the tenure of the Managing Director on the Board is limited to that of his Executive Office.
is not a material supplier to or customer of the Company or another Group member, or an officer of or otherwise associated,
directly or indirectly, with a material supplier or customer
The Board reviews the independence of each Director in light of interests disclosed to the Board from time to time.
The Board charter specifies that these are separate roles to be undertaken by separate people. The CEO is responsible for
implementing Group strategies and policies.
The induction provided to new directors and senior managers enables them to actively participate in Board decision-making as
soon as possible. It ensures that they have a full understanding of the Company's financial position, strategies, operations,
culture, values and risk management policies. It also explains the respective rights, duties, responsibilities, interaction and roles
of the Board and senior executives, the role of the Board committees and the Company’s meeting arrangements.
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Bradken Limited